DRDGOLD, Village enter into Blyvoor sale of shares and claims agreement
13 February 2012
Johannesburg, South Africa. 13 February 2012. DRDGOLD Limited (DRDGOLD; JSE, NYSE: DRD) announced today that it has entered into a sale of shares and claims agreement with Village Main Reef Limited (Village) in respect of DRDGOLD's 74% interest in Blyvooruitzicht Gold Mining Company Limited (Blyvoor).
This follows an announcement on 8 November 2011, advising that DRDGOLD had received and accepted, on a non-binding and in-principle basis, a non-binding expression of interest from Village in terms of which Village had expressed an interest in acquiring DRDGOLD's entire interest in Blyvoor. In terms of the agreement, DRDGOLD has sold to Village its entire shareholding in Blyvoor (sale shares) and its working capital and shareholder loan claims against Blyvoor (sale claims).
The purchase consideration payable in respect of the sale claims and the sale shares will be settled by Village through the issue of 85 714 286 new ordinary shares in Village at an issue price of R1.75 per Village share (consideration shares) and an amount of R1 payable in cash by Village, respectively. The current value of the consideration shares, calculated with reference to the 30-day volume weighted average price per Village share until and including Friday, 10 February 2012, is approximately R192 million.
The sale is conditional on:
- the conclusion of the sale to Blyvoor by AngloGold Ashanti Limited (AGA) of the mining right in respect the portion of the West Wits Mining Right that relates to AGA's Savuka Mine, to the satisfaction of Village, by 30 May 2012;
- the conclusion and unconditionality of an escrow agreement between DRDGOLD and an escrow agent in respect of a portion of the consideration shares;
- its approval or conditional approval on terms acceptable to DRDGOLD and Village by the South African Competition Authorities;
- conversion by the Department of Mineral Resources (DMR) of Blyvoor's old order mining right to a new order mining right; and
- unconditional approval or conditional approval on terms acceptable to DRDGOLD and Village by the DMR of the transfer of DRDGOLD's interest in Blyvoor to Village in terms of Section 11 of the Mineral and Petroleum Resources Development Act (MPRDA)
South Africa & North America
James Duncan, Russell and Associates
+27 11 880 3924 (office)
+27 82 892 8052 (mobile)
Investor and Media Relations
Phil Dexter, St James's Corporate Services
+44 20 7499 3916 (office)
+44 779 863 4398 (mobile)
Many factors could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, adverse changes or uncertainties in general economic conditions in the markets we serve, a drop in the gold price, a sustained strengthening of the Rand against the Dollar, regulatory developments adverse to DRDGOLD or difficulties in maintaining necessary licenses or other governmental approvals, changes in DRDGOLD's competitive position, changes in business strategy, any major disruption in production at key facilities or adverse changes in foreign exchange rates and various other factors. These risks include, without limitation, those described in the section entitled Risk Factors included in our annual report for the fiscal year ended 30 June 2011, which we filed with the United States Securities and Exchange Commission on 28 October 2011 on Form 20-F. You should not place undue reliance on these forward-looking statements, which speak only as of the date thereof. We do not undertake any obligation to publicly update or revise these forward-looking statements to reflect events or circumstances after the date of this report or to the occurrence of unanticipated events. Any forward-looking statement included in this report have not been reviewed and reported on by DRDGOLD's auditors.